Catherine D. Rice
About Catherine D. Rice
Catherine D. Rice (age 65) is BrightSpire Capital’s Independent Chairperson, serving on the Board since 2018; she has been Independent Chair since May 2021 and is a member of the Audit Committee designated as an Audit Committee Financial Expert. She brings 30+ years of real estate capital markets and public company finance experience, including CFO roles, and holds a BA from the University of Colorado and an MBA from Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| W.P. Carey Inc. (NYSE: WPC) | Senior Managing Director | Jun 2015 – Feb 2016 | Led finance reorganization; capital markets and IR build-out; member of operating/investment committees |
| W.P. Carey Inc. (NYSE: WPC) | Managing Director & Chief Financial Officer | Mar 2013 – Jun 2015 | Responsible for financial strategy and public capital-raising initiatives |
| Parmenter Realty Partners | Partner & Managing Director | Pre-2013 (dates not specified) | Capital raising and investing for firm’s fourth fund |
| iStar Inc. (NYSE: STAR) | Chief Financial Officer | Prior to Parmenter (dates not specified) | Financial strategy, capital raising, financial reporting, investor relations |
| Merrill Lynch; Lehman Brothers; Banc of America Securities | Investment banking (Real Estate groups) | First 16 years of career | REIT IPOs, debt/equity offerings, M&A, LBOs; strategic advisory |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Urban Edge Properties (NYSE: UE) | Trustee | Since Mar 2023 | Board member |
| RMG Acquisition Corporation III (NASDAQ: RMGCU) | Director | Feb 2021 – Apr 2024 | Director |
| Store Capital Corporation (NYSE: STOR; privatized Feb 2023) | Director; Audit Committee Member | Nov 2017 – Feb 2023 | Audit Committee member |
Board Governance
- Independent Chairperson; roles of Chair and CEO are separated, promoting independent oversight .
- Independence: Board determined Ms. Rice is independent under NYSE and SEC rules .
- Committees: Audit Committee member; designated Audit Committee Financial Expert .
- Attendance: In 2024 the Board met four times; all directors attended 100% of Board and committee meetings for periods served .
- Executive sessions: Independent directors held four executive sessions in 2024 without management .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Member; Financial Expert | 4 | AC financial expert designation includes Rice |
Fixed Compensation
Policy and 2024 Director Pay (non-employee):
| Component | Amount/Details | Source/Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Paid quarterly |
| Equity retainer (restricted stock) | $100,000 grant value; vests in full after 1 year | Time-based vesting; grant occurs shortly after annual election |
| Independent Chair additional cash | $20,000 | Annual cash retainer for Independent Chair |
| Committee chair fees | Audit: $20,000; Compensation: $15,000; Nominating & Corporate Gov.: $15,000 | Not applicable to Ms. Rice (not a committee chair) |
Ms. Rice’s 2024 director compensation:
| Name | Cash Fees ($) | Stock Awards ($, grant-date fair value) | Total ($) |
|---|---|---|---|
| Catherine D. Rice | 100,000 | 100,482 | 200,482 |
Grant detail for 2024 director equity:
- Grant date: May 17, 2024; vesting: May 17, 2025; each independent director held 15,899 unvested restricted shares as of Dec 31, 2024; grant fair value $100,482 (based on closing price at grant) .
Performance Compensation
- Directors do not receive performance-conditioned equity; annual director equity is time-based restricted stock vesting after one year (no PSU/option program for directors disclosed) .
| Award Type | Grant Date | Shares/Units | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Restricted Stock (Director Retainer) | May 17, 2024 | 15,899 (unvested as of 12/31/24) | Vests in full 1 year from grant (May 17, 2025) | 100,482 |
Other Directorships & Interlocks
- Current public company board: Urban Edge Properties (NYSE: UE) trustee since March 2023 .
- Prior public company boards: RMG Acquisition III (NASDAQ: RMGCU) director until April 2024; Store Capital (NYSE: STOR) director and audit committee member until privatization in February 2023 .
- Compensation Committee interlocks: Company disclosed none for 2024; Ms. Rice is not a member of the Compensation Committee (members: Schwartz—Chair, Diamond, Westerfield) .
Expertise & Qualifications
- Audit Committee Financial Expert; deep finance, accounting, capital markets, and REIT governance expertise .
- Public-company CFO experience at W.P. Carey and iStar; strategic capital-raising and investor relations leadership .
- Education: BA (University of Colorado), MBA (Columbia University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Catherine D. Rice | 99,694 | <1% | As of Mar 24, 2025 (denominator includes restricted stock) |
| Unvested restricted shares (as of 12/31/24) | 15,899 | — | From 5/17/2024 grant; vests 5/17/2025 |
Ownership alignment policies:
- Stock ownership guidelines: Directors must hold ≥5x annual cash retainer; 5-year grace; unexercised options/unearned performance awards do not count .
- Compliance: As of Dec 31, 2024, all executive officers and directors either met thresholds or were within the 5-year grace period (company-wide disclosure) .
- Anti-hedging/anti-pledging: Policy prohibits hedging, short sales, margin accounts, and (except limited exceptions) pledging company stock .
Governance Assessment
-
Strengths
- Independent Chair with 100% director and committee meeting attendance in 2024, enhancing oversight and board effectiveness .
- Financial oversight expertise (Audit Committee Financial Expert) complements AC membership; clear separation of Chair/CEO roles .
- Balanced director pay mix (approx. 50/50 cash/equity) and robust stock ownership guidelines, with company-wide compliance/grace status disclosed; anti-hedging/pledging policy reduces misalignment risks .
- Board independence (83.3% independent upon re-election) and regular executive sessions support independent challenge of management .
- Shareholder support signal: 96.9% say-on-pay approval in 2024 indicates strong investor confidence in compensation governance (context for overall governance climate) .
-
Watch items
- Beneficial ownership is <1% (typical for non-employee directors, but investors may prefer higher “skin-in-the-game”); ownership guideline framework partially mitigates this .
- External board workload: currently one active public board (UE) alongside BRSP; prior roles suggest capacity is manageable, but ongoing monitoring of commitments is prudent .
-
Conflicts/Related Parties
- Board affirmatively determined independence after reviewing relationships; Audit Committee reviews and must approve any related person transactions under a formal policy. No specific related-person transactions involving Ms. Rice are disclosed in the proxy, and independence was reaffirmed for her nomination .
Overall, Ms. Rice’s profile—independent Chair, AC financial expertise, strong attendance, and prior public REIT CFO experience—supports board effectiveness and investor confidence. Equity retainer and ownership policy provide alignment, with limited red-flag risk given anti-hedging/pledging rules and independence determinations .